Development Agreement Cost Sharing

INFRASTRUCTURE COST SHARING AGREEMENT

WHEREAS, Taylor Morrison/Arizona, Inc., an Arizona corporation (“Taylor Morrison”) is the
developer of property described on Exhibit A hereto, and known as Stonehaven (the “Property”); and

WHEREAS, Stonehaven is a master planned residential community currently under construction
within the City of Glendale (“City”); and

WHEREAS, as a requirement of the Property zoning (see attached Exhibit B), Taylor Morrison is
required to provide a payment-in-lieu for 75% of the cost of a traffic signal (the “Signal”) at the intersection
of 87" Avenue and Camelback Road (see attached Exhibit C), which Signal shall be constructed by or on
behalf of the City.

NOW THEREFORE the CITY OF GLENDALE and TAYLOR MORRISON hereby, in
consideration of the mutual agreements of the parties as set forth herein, enter into this agreement
(“Agreement”) for the design and construction of the Signal and the Modifications and payment thereof.

I. Taylor Morrison’s Responsibility

Subject to the terms and conditions set forth herein, prior to Taylor Morrison receiving the Letter of
Acceptance for Stonehaven Parcel 18, Taylor Morrison shall deposit with the City the amount of Three
Hundred Seventy-Four Thousand Two Hundred Thirty-Five and 77/100 Dollars ($374,235.77) (the “Funds”),
which represents the payment of the total contribution by Taylor Morrison for the design and construction of
the Signal. Such deposit of the Funds may be made by Taylor Morrison by certified check or by wiring the
Funds to the City’s account. At such time when Taylor Morrison has the deposited the Funds with the City,
Taylor Morrison will be deemed to have met and satisfied the requirement to pay for the Signal, it being agreed
between the parties that Taylor Morrison is depositing such Funds with the City in lieu of Taylor Morrison
constructing and paying for any portion of the Signal.

II. City’s Responsibility

City shall, at its sole cost and expense, contract for the design and construction of the Signal. City
shall apply the Funds towards the cost of the design and construction of the Signal. City will complete the
design and construction of the Signal within ten (10) years of the Effective Date of this Agreement.

If City fails to complete the design and construction of all or a portion of the Signal within ten (10)
years of the Effective Date of this Agreement, then: (i) City shall refund and pay the applicable portion of the

Funds to Taylor Morrison within thirty (30) days of receipt of a written request from Taylor Morrison to refund
the Funds to Taylor Morrison; and (ii) Taylor Morrison shall thereafter have no obli gation to construct or pay

for at any time the Signal or any portion thereof.

III. Miscellaneous Provisions

A. Governing Law. This Agreement shall be governed by the applicable law of the State of Arizona and
due performance by each Party or any action arising under this Agreement shall lie in Maricopa County,

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Arizona. Jurisdiction and venue shall be in Maricopa County, Arizona, and each of the Parties submit to
personal jurisdiction in the state district courts in such county.

B. No Waiver. Nothing in this Agreement shall be deemed to waive, modify or amend any legal defense
available at law or in equity to any of the Parties nor to create any legal rights or claim on behalf of any third
party. No Party waives, modifies, or alters to any extent whatsoever the availability of the defense of
governmental immunity under the laws of the State of Arizona of the United States.

Cc. Entire Agreement. This Agreement and any Exhibits hereto embody the entire agreement and
understanding of the Parties hereto and supersede any and all prior agreements, arrangements and
understandings relating to the matters expressly provided for herein. No amendment, waiver of compliance
with any provision or condition hereof or consent pursuant to this Agreement shall be effective unless
evidenced by an instrument in writing signed by both Taylor Morrison and the City and authorized by their
respective governing bodies.

D. Partial Invalidity. In the event any provision of this Agreement shall be held invalid or unenforceable
by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other
provision hereof, but rather this entire Agreement will be construed as if not containing the particular invalid
or unenforceable provision or provisions, and the rights and obligations of the parties shall be construed and
enforced in accordance therewith. The parties acknowledge that if any provision of this Agreement is
determined to be invalid or unenforceable, it is their desire and intention that such provision be reformed and
construed on such a manner that it will, to the maximum extent practicable, be deemed to be validated and

enforceable.

E. Survival and Binding Terms. Any provision of this Agreement that by its terms expressly survives
the termination of this Agreement shall bind the parties’ successors and assigns as set forth herein. City and
Taylor Morrison mutually recognize and agree that the obligations under this Agreement are personal to Taylor
Morrison and shall not run with the plat or with the land comprising the Project and this Agreement shall not
be recorded by either the City or Taylor Morrison.

F. Assignment. This Agreement shall not be assignable by either party without the prior written consent
of the other party nor in contravention of any other provisions contained herein.

G. Benefits. This Agreement shall not be construed as creating any rights in any third party or any duty
to any third party.

H. Notice. Any notices, requests or demands to be given hereunder by either party to the other shall be
deemed to have been duly given if in writing and if affected by personal delivery to the office of the individual

designated below, or by certified mail, return receipt requested or via a recognized overnight national courier
such as Federal Express to the address set forth below:

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CITY:

City of Glendale

Attention: City Manager
5850 West Glendale Avenue
Glendale, Arizona 85301

With copy to:

City of Glendale

Attention: City Attorney
5850 West Glendale Avenue
Glendale, Arizona 85301

TAYLOR MORRISON:

Taylor Morrison/Arizona, Inc.

Attn: Robert Johnson VP, Land Planning & Development
4900 N. Scottsdale Road, Suite 2200

Scottsdale, AZ 85251

I. Article and Section Headings. The Article and Section headings contained herein are for
convenience and reference and are not intended to define or limit the scope of any provision of this contract.

J. Gender and Number. Words of any gender used in this Agreement shall be held and construed to
include any other gender, and words in the singular number shall be held to include the plural, unless the
context otherwise requires.

K. Misspelled Words: Misspelling of one or more words in this contract shall not void this contract.
Such misspelled words shall be read so as to have the meaning apparently intended by the parties.

L. Multiple Copies. This Agreement may be simultaneously executed in two counterparts, each of which

shall be an original and all of which shall be considered fully executed as of the date when all Parties have
executed an identical counterpart, notwithstanding that all signatures may not appear on the same counterpart.

M. Effective Date. The Effective Date of this Agreement shall be 2024.

[Signatures on next page]

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IN WITNESS HEREOF, the Parties have caused this Agreement to be duly executed as follows:

ATTEST:

Julie Bower, City Clerk (SEAL)

APPROVED AS TO FORM:

Michael Bailey, City Attorney

Infrastructure Cost Share Agreement

CITY OF GLENDALE, ARIZONA

an Arizona municipal corporation,

Kevin R. Phelps
City Manager

Page 4

TAYLO RRISON

0h

By: Robert J dinson

=

Title: Vice President, Land Planning & Development

State of (nizena. )

County of POONA )

‘his wee was acknowledged before me on this Vt day of Ortober , 2024, by
cert. Walaa . In witness whereof I hereunto set my hand and official seal.

KIMBERLY ST. JOHN “i ( pdt
non cee oon h #

COMMISSION # 663306
MY COMMISSION EXPIRES Notary Public

‘APRIL. 08, 2028
My commission expires: 4 ( 0. Lag

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Exhibit A
Legal Description of Property

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= Clouse Engineering, Inc.

ENGINEERS = SURVEYORS

i ke 1642 E. Orangewood Ave. = Phoentx, Arizona 85020 * TEL (602) 395-9300 * FAX (602) 395-9316

September 6, 2013
Job No. 000403

Legal Description
For
Stonehaven

‘That portion of Section 15, Township 2 North, Range | East of the Gila and Sait
River Base and Meridian, Maricopa County, Arizona, described as follows:

Beginning at the Southwest corner of Section 15, thence North 00 degrees 00
minutes 41 seconds West, along the West line of the Southwest quarter of Section

15, a distance of 2388.59 feet;
Thence North 89 degrees 47 minutes 02 seconds East, 241.88 feet;
Thence North 00 degrees 00 minutes 26 seconds West, 208.70 feet:

Thence South 89 degrees 47 minutes 02 seconds West, 241.90 feet to a point on
the West line of said Southwest quarter of Section 15;

Thence North 00 degrees 00 minutes 41 seconds West, along said West line of the
Southwest quarter of Section 15, a distance of 45.00 feet to the Northwest corner
of said Southwest quarter (West quarter corner of Section 15);

Thence North, along the West line of the Northwest quarter, 2549.90 feet toa
point from which the Northwest comer of said Section 15 bears North, 91.50 feet;

Thence North 89 degrees 47 minutes 29 seconds East, 1508.52 feet to the
beginning of a tangent curve concave Southerly, whose radius point bears South
00 degrees 12 minutes 34 seconds East, 600.00 feet;

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Legal Description
Job No. 000403
Stonehaven
September 6, 2013
Page 2

Thence Southeasterly along the arc of said curve, through a central angle of 48
degrees 56 minutes 08 seconds and an arc length of 512.45 feet;

Thence South 41 degrees 16 minutes 26 seconds East, 112.87 feet to the beginning
of a tangent curve concave Northerly, whose radius point bears North 48 degrees

43 minutes 34 seconds East, 600.00 feet;

Thence Southeasterly along the arc of said curve, through a central angle of 48
degrees 58 minutes 44 seconds and an arc length of 512.91 feet;

Thence North 89 degrees 44 minutes 50 seconds East, 542.26 feet to the beginning
of a tangent curve concave Northerly, whose radius point bears North 00 degrees
15 minutes 10 seconds East, 600.00 feet;

Thence Northeasterly along the arc of said curve, through a central angle of 30
degrees 54 minutes 53 seconds and an are length of 323.74 feet;

Thence North 58 degrees 49 minutes 57 seconds East, 178.14 feet to the beginning
of a tangent curve concave Southerly, whose radius point bears South 31 degrees

10 minutes 03 seconds East, 600.00 feet;

‘Thence Northeasterly along the arc of said curve, through a central angle of 30
degrees 54 minutes 53 seconds and an arc length of 323.74 feet,

Thence North 89 degrees 44 minutes 50 seconds East, 542.26 feet to the beginning
of a tangent curve concave Southerly, whose radius point bears South 00 degrees
15 minutes 10 seconds East, 600.00 feet;

Thence Southeasterly along the arc of said curve, through a central angle of 08
degrees 37 minutes 17 seconds and an arc length of 90.28 feet;

Thence South 81 degrees 37 minutes 53 seconds East, 184.10 feet to the beginning
of a tangent curve concave Northerly, whose radius point bears North 08 degrees

22 minutes 07 seconds East, 600.00 feet;

Infrastructure Cost Share Agreement Page 8

Legal Description
Job No. 000403
Stonehaven
September 6, 2013
Page 3

Thence Southeasterly along the arc of said curve, through a central angle of 08
degrees 37 minutes 17 seconds and an are length of 90.28 feet;

Thence North 89 degrees 44 minutes 50 seconds East, 446.29 to a point on the
East Jine of the Northeast quarter of Section 15, from which the Northeast corner
of Section 15, bears North 00 degrees 01 minutes 56 seconds West, 365.27 feet;

Thence South 00 degrees 01 minutes 56 seconds Fast, along said East line of the
Northeast quarter, 955.09 feet to the Northeast corner of Missouri Ranch, a
subdivision, recorded in Book 582 of Maps, Page 33 of Official Records;

‘Thence South 89 degrees 47 minutes 09 seconds West, along the North line of said
subdivision, 1324.16 feet to the Northwest corner thereof;

Thence South 00 degrees 03 minutes 14 seconds East, along the West line of said
subdivision, 710.26 feet to the Northeast corner of that certain parcel described in
Special Warranty Deed recorded as Document No. 02-0992583,

Thence South 89 degrees 46 minutes 57 seconds West, coincident with and the
prolongation of the North line of said certain parcel, 1323.75 feet to a point on the
North-South mid-section line of Section 15, from which the center of Section 15
bears South 00 degrees 04 minutes 37 seconds East, 610.08 feet;

Thence continuing South 89 degrees 46 minutes 57 seconds West, 83.86 feet toa
point on the arc of a non-tangent curve concave Easterly, whose radius point bears
South 82 degrees 32 minutes 24 seconds East, $00.00 feet;

Thence Southerly along the arc of said curve, through a central angle of 07
degrees 32 minutes 14 seconds and an arc length of 65.77 feet;

Thence South 00 degrees 04 minutes 37 seconds East, parallel to said North-South
mid-section line, 420.66 feet to the beginning of a curve to the left, having a radius

of 500.00 feet;

Infrastructure Cost Share Agreement Page 9

Legal Description
Job No. 000403
Stonehaven
September 6, 2013
Page 4

‘Thence Southerly along the arc of said curve to the left, through a central angle of
11 degrees 49 minutes 13 seconds and an are length of 103.15 feet;

Thence South 11 degrees 53 minutes 50 seconds East, 21.84 feet toa point on the
East-West mid-section line, from which the center of Section 15 bears North 89
degrees 47 minutes 02 seconds East, 73.11 feet;

Thence continuing South 11 degrees 53 minutes 50 seconds East, 356.89 feet toa
point on the North-South mid-section line and a point on the periphery of
Camelback Park, a subdivision, recorded in Book 313 of Maps, Page 41 of
Official Records, from which the center of Section 15 bears North 00 degrees 04
minutes 37 seconds West, 349.50 feet;

‘Thence continuing along the periphery of said subdivision the following seven
courses,
South 11 degrees 53 minutes 50 seconds East, 371.61 feet to the beginning ofa

curve to the right having a radius of 802.49 feet;

Thence Southerly along the arc of last said curve through a central angle of 29
degrees 45 minutes 33 seconds and an arc length of 416.81 feet;

Thence South 17 degrees 51 minutes 43 seconds West, 355.71 feet to the
beginning of a curve to the left having a radius of 768.15 feet;

Thence Southerly along the arc of last said curve through a central angle of 29
degrees 11 minutes 16 seconds and an arc length of 391.31 feet;

Thence South 11 degrees 19 minutes 33 seconds East, 300.00 feet to the beginning
of acurve to the right, having a radius of 1015.43 feet:

Thence Southerly along the arc of last said curve through a central angle of 11
degrees 14 minutes 56 seconds and an arc length of 199.36 feet to a point on the

North-South mid-section line;

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Legal Description
Job No. 000403
Stonehaven
September 6, 2013
Page 5S

Thence South 00 degrees 04 minutes 37 seconds East, along said North-South
mid-section line, 300.00 feet to the South quarter corner of Section 15;

Thence South 89 degrees 46 minutes 36 seconds West, along the South line of said
Southwest quarter, 2655.81 fect to the Southwest corner of Section 15 and the

Point of Beginning.

Note: The above described parcel contains 16,682,924 square feet or 382.9872
acres, more or less.

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Exhibit B

Excerpt from Stonehaven Planned Area Development (PAD)

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«vA urban design studio JOFINE LONG

| | Land Advisor .
MS vars asvicers (A civtech

A Clouse Engineering Inc. “anomys a ua

BILE ARNT WiLeoN

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STONEHAVEN Planned Area Developmen

t

required by the City of Glendale but in no way will the improvements require the movement
of a power pole to the east of the 87:» Avenue intersection and within proximity with the
intended right-turn lane unless required by SRP per SRP design standards, Development
Parcel 21 - The developer of the StoneHaven commercial center on Camelback Road will
construct a new right-turn lane at westbound 91* Avenue. The right-turn lane will be
constructed with lengths and a taper as required by the City of Glendale but in no way will
the improvements require the movement of a power pole.

e The developer of StoneHaven is responsible to contribute 75% of the cost of a new traffic

signal at 87" Avenue.

Other:

e

Development Parcel 20 - SRP irrigation facilities are to be located outside of the right-of-
way within a 20 foot wide easement that will parallel the Camelback Road right-of-way.
Development Parcels 20 and 21 - North half street drainage for Camelback Road will be
conveyed to on-site retention basins. Development Parcel 10 will be designed and
constructed to accept the volume. Note: Arcas for retention will be encumbered by both an
SRP power corridor easement and an SRP irrigation fee simple strip. The SRP Power and
Water Service functions will need to be in agreement with water retention within these
areas.

Development Parcel 21 - Driveway spacing for commercial development on Development
Parcel 12 shall follow Glendale Standard G-454 requiring 150-foot minimum spacing.
Development Parcel 21 - Driveways for commercial development on Parcel 21 within 500
feet of the centerline of Camelback Road or of 91% Avenue will restrict left turning
movements into and out of the commercial center.

Development Parcels 20 and 21 - Relocate all 12 kilovolt power overhead lines below

grade.

91st Avenue

Development Parcels 17 - 70 foot east half street defined by the future Final Plat.
Development Parcels 1, 12, 13 and 21 - 70 foot east half street plus right-of-way flares

necessary to support the development of deceleration lanes and/or right-turn lanes.

Development Parcels 12, 13 and 21 ~ Construct 6-foot wide detached sidewalk and LED
street lighting, per Glendale spacing standards, for length of these development parcels and
phased improvements with each Final Plat. Construct 6-foot wide detached sidewalk, LED
street lighting (per Glendale spacing standards) and place overhead 12 kilovolt power
underground for the length of the SRP well site property.

Development Parcels 1 and 21 - Construct 6-foot wide detached sidewalk and LED street
lighting, per Glendale spacing standards, for the length of these development parcels with
each Final Site Plan.

Development Parcel 17 - Construct a right-turn/deceleration lane on 91% Avenue
northbound at Colter Street.

june 27, 2017 Page [25

Infrastructure Cost Share Agreement

Page 14

Exhibit C
Signal Location

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x
GRAND
\ GRAND | FLOOD CONTROL R.O.W. .
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‘PARK a

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=
“Shiecton
t SHD-7
SHD-7
—_— —
2 2 | PENDERGAST
Rees] SI) ELEMENTARY
Ee SS | SCHOOL
covren st (1
ORIGH SSHOOL ae Location of
= future signal
C LBACK ROAD

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